Mitesco director Valania reports 7.1% share stake

Mitesco, Inc. (MITI) is reported to have 48,392,796 shares of Common Stock outstanding as of August 17, 2026.

Rhea-AI Filing Summary

Mitesco, Inc. (MITI) is reported to have 48,392,796 shares of Common Stock outstanding as of August 17, 2026. Brian Valania, the company’s Chief Executive Officer, Chief Financial Officer and a director, beneficially owns 3,421,078 shares of Common Stock, representing approximately 7.1% of the outstanding Common Stock, with sole voting and dispositive power.

Valania’s holdings were received as compensation for services, not purchased with personal or borrowed funds. They include 215,605 shares acquired July 29, 2024; 205,473 shares acquired July 10, 2026 at $0.08 per share; and 3,000,000 restricted shares acquired August 3, 2026 at $0.035 per share, with an aggregate stated value of $105,000. He also directly holds 7,200 shares of Series X Preferred Stock, each carrying 400 votes, which are disclosed for completeness but excluded from the 7.1% Common Stock ownership figure. The securities are restricted and subject to securities-law transfer limits, and Valania states he currently has no specific plans beyond actions in the ordinary course of his management roles.

Key Figures

Beneficial ownership – Common Stock: 3,421,078 shares Ownership percentage – Common Stock: 7.1% Shares outstanding – Common Stock: 48,392,796 shares +5 more

8 metrics

Beneficial ownership – Common Stock 3,421,078 shares Common Stock beneficially owned by Brian Valania

Ownership percentage – Common Stock 7.1% Portion of 48,392,796 Common shares outstanding as of August 17, 2026

Shares outstanding – Common Stock 48,392,796 shares Common Stock issued and outstanding as of August 17, 2026

Compensation grant – July 10, 2026 205,473 shares at $0.08 per share Board-approved compensation grant of Common Stock

Compensation grant – August 3, 2026 3,000,000 shares at $0.035 per share Restricted Common Stock award with aggregate stated value $105,000

Aggregate stated value – August 3 award $105,000 Value of 3,000,000-share restricted stock award

Series X Preferred Stock held 7,200 shares Preferred shares held directly by Brian Valania; each carries 400 votes

Voting power per Series X share 400 votes per share Voting rights on matters submitted to stockholders

Key Terms

beneficially owns, sole dispositive power, restricted securities, Series X Preferred Stock, +2 more

6 terms

beneficially owns financial

"The Reporting Person beneficially owns 3,421,078 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole dispositive power financial

"The Reporting Person has sole voting power and sole dispositive power over 3,421,078 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

restricted securities financial

"The securities reported herein are restricted securities and are subject to applicable"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Series X Preferred Stock financial

"The Reporting Person also directly holds 7,200 shares of the Issuer's Series X Preferred Stock"

Series X preferred stock is a specific class of company shares that gives holders priority over common shareholders for dividend payments and payout if the company is liquidated, often with a set dividend rate or special conversion or voting terms. Think of it as a VIP ticket in line: it usually offers more income stability and protection but less upside from stock price gains, so investors weigh steady returns and safety against limited growth potential.

board-approved compensation grant financial

"July 10, 2026 205,473 Acquisition $0.08/share Board-approved compensation grant"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D to report"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

How much of Mitesco, Inc. (MITI) does Brian Valania beneficially own?

Brian Valania beneficially owns 3,421,078 shares of Mitesco Common Stock, representing approximately 7.1% of the 48,392,796 Common shares outstanding as of August 17, 2026. He has sole voting and sole dispositive power over all of these shares.

How did Brian Valania acquire his MITI Common Stock holdings?

The 3,421,078 Mitesco Common shares were acquired as compensation for services, not with personal or borrowed funds. They include 215,605 shares (July 29, 2024), 205,473 shares at $0.08 per share (July 10, 2026), and 3,000,000 restricted shares at $0.035 per share (August 3, 2026).

What is the value of the 3,000,000-share award reported for MITI?

The 3,000,000 restricted Mitesco Common shares awarded to Brian Valania on August 3, 2026 had an aggregate stated value of $105,000, based on an award price of $0.035 per share, and were received as board-approved compensation.

What preferred stock in Mitesco, Inc. (MITI) does Brian Valania hold?

Brian Valania directly holds 7,200 shares of Series X Preferred Stock of Mitesco, consisting of 2,400 shares acquired May 1, 2026 and 4,800 shares acquired July 10, 2026. Each Series X share carries 400 votes on matters submitted to stockholders.

Are Brian Valania’s MITI securities restricted or freely tradable?

The reported Mitesco securities are described as restricted securities subject to applicable federal securities-law transfer restrictions. Some shares were received under compensation arrangements and board authorizations, limiting their transferability under securities laws and award terms.

Does Brian Valania have specific plans to change Mitesco’s capital structure or control?

Brian Valania states that, apart from actions in the ordinary course of his duties as an officer and director, he currently has no specific plan or proposal leading to the types of transactions listed in the standard change-of-control and restructuring items.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 05:35 PM Accepted by SEC EDGAR 08/24/2026 - 05:35 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Mitesco, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60672T107

(CUSIP Number)

Brian Valania
505 Beachland Blvd., Suite 1377
Vero Beach, FL, 32963
610.888.7509

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 60672T107

1

Name of reporting person

Valania Brian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,421,078.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,421,078.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,421,078.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percentage calculation: 3,421,078 / 48,392,796 shares outstanding as of August 17, 2026 = 7.069%, rounded to 7.1%.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Mitesco, Inc.
(c)	Address of Issuer's Principal Executive Offices: Brian Valania, 505 Beachland Blvd., Suite 1377, Vero Beach, FLORIDA , 32963.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Brian Valania (the "Reporting Person").
(b)	The Reporting Person's business address is 505 Beachland Blvd., Suite 1377, Vero Beach, Florida 32963.
(c)	The Reporting Person is the Chief Executive Officer, Chief Financial Officer and a director of Mitesco, Inc. The Issuer is a holding company focused on technology products and services and operates principally through Centcore and Vero Technology Ventures. The Issuer's address is 505 Beachland Blvd., Suite 1377, Vero Beach, Florida 32963.
(d)	During the past five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order of the type described in Item 2(e) of Schedule 13D.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired the shares reported herein as compensation for services to the Issuer and did not use personal funds or borrowed funds to acquire those shares. The Reporting Person beneficially owns 3,421,078 shares of Common Stock, consisting of: (i) 215,605 shares acquired on July 29, 2024; (ii) 205,473 shares acquired on July 10, 2026 at $0.08 per share; and (iii) 3,000,000 restricted shares acquired on August 3, 2026 at $0.035 per share. The August 3 award had an aggregate stated value of $105,000.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities as compensation for services to the Issuer and holds them for investment purposes. In his capacities as Chief Executive Officer, Chief Financial Officer and a director, the Reporting Person participates in the management of the Issuer and in the consideration of its business, financing, capital structure, acquisitions, dispositions and other strategic matters. The Reporting Person may acquire additional securities of the Issuer or dispose of securities from time to time, subject to applicable law, contractual restrictions, market conditions and personal financial considerations. Except for actions that may be considered or undertaken in the ordinary course of performing his duties as an officer and director, the Reporting Person currently has no specific plan or proposal that would result in any of the matters described in Items 4(a) through 4(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Based on 48,392,796 shares of Common Stock issued and outstanding as of August 17, 2026, the Reporting Person beneficially owns 3,421,078 shares of Common Stock, representing approximately 7.1% of the outstanding Common Stock.
(b)	The Reporting Person has sole voting power and sole dispositive power over 3,421,078 shares of Common Stock and has shared voting power and shared dispositive power over no shares of Common Stock. The Reporting Person also directly holds 7,200 shares of the Issuer's Series X Preferred Stock, consisting of 2,400 shares acquired on May 1, 2026 and 4,800 shares acquired on July 10, 2026. Based on information supplied by the Issuer, each Series X share carries 400 votes on matters submitted to stockholders. These preferred shares are disclosed for completeness but are not included in the percentage of the outstanding Common Stock reported above.
(c)	Transactions in Common Stock during the preceding 60 days are summarized below. Date Shares Type Price/value How effected July 10, 2026 205,473 Acquisition $0.08/share Board-approved compensation grant Aug. 3, 2026 3,000,000 Acquisition $0.035/share Board-approved compensation grant
(d)	To the Reporting Person's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The securities reported herein are restricted securities and are subject to applicable federal securities-law transfer restrictions. The Reporting Person received certain shares pursuant to compensation arrangements and board authorizations of the Issuer. Except for those arrangements and the rights and restrictions applicable to the Series X Preferred Stock, the Reporting Person has no contract, arrangement, understanding or relationship of the type required to be disclosed by Item 6 with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 -- Relevant board resolution or compensation/stock-award document relating to the 3,000,000-share award, if required to be filed. Exhibit 2 -- Power of attorney, if the Schedule 13D is signed by an authorized representative and the power of attorney is not already on file with the SEC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Valania Brian

Signature:	/s/ Brian Valania
Name/Title:	Brian Valania, individually
Date:	08/21/2026